Challenging unfair terms in business-to-business contracts

by Practical Law Commercial

A practice note that offers guidance for businesses that have signed up to commercially unfair or unreasonable contracts terms. While the law generally respects freedom of contract in business-to-business agreements, this note explores several arguments that businesses, particularly smaller businesses, may be able to use to challenge or mitigate the effect of unfair or unreasonable terms. Many of the arguments apply generally, such as ineffective incorporation, implied terms or interpretation arguments. Others relate to specific types of clause only, such as liability, interest or assignment provisions. Finally, the practice note also addresses arguments that a business may use to escape the contract entirely.